Florida		001-32849		41-2103550
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

122 East 42nd Street, Suite 4700,
New York, New York		10168
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 356-0200

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Under the Agreement and Plan of Merger (“Merger Agreement”), dated as of February 9, 2010, by and between Castle Brands Inc., a Delaware corporation (“Castle Delaware,” the “Company” or “we”), and Castle Brands (Florida) Inc., a Florida corporation and wholly-owned subsidiary of Castle Delaware (“Castle Florida”), effective as of February 9, 2010, Castle Delaware merged with and into Castle Florida, with Castle Florida being the surviving entity (the “Reincorporation”). As a result of the Reincorporation, the legal domicile of the surviving entity is now Florida.

In the Reincorporation, each outstanding share of common stock of Castle Delaware was automatically converted into one share of Castle Florida common stock and all options and other rights to acquire Castle Delaware common stock outstanding immediately prior to the reincorporation were automatically converted into options and rights to acquire the same number of shares of Castle Florida common stock. Shareholders are not required to exchange their existing stock certificates of Castle Delaware, which now represent the same number of shares of Castle Florida. Outstanding shares of Castle Florida common stock retain the same CUSIP number as the corresponding shares of Castle Delaware prior to the reincorporation, and Castle Florida common stock is listed on the NYSE Amex under the same symbol, “ROX”. The Reincorporation did not result in any material changes in our business, offices, assets, liabilities, obligations or net worth, or our directors, officers or employees. We continue to maintain our principal executive offices at 122 East 42nd Street, Suite 4700, New York, NY 10168. As a result of the Reincorporation, Castle Delaware ceased to exist as a separate legal entity.

As a result of the Reincorporation and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended, Castle Florida is the successor issuer to Castle Delaware and has succeeded to the attributes of Castle Delaware as the registrant. Castle Florida common stock is deemed to be registered under Section 12(b) of the Exchange Act, and Castle Florida is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and will hereafter file reports and other information with the United States Securities and Exchange Commission, which we refer to as the SEC.

The foregoing description is intended to be a summary and is qualified in its entirety by reference to the Merger Agreement, Articles of Merger and Certificate of Merger, which are filed as Exhibits 2.1, 2.2 and 2.3 filed herewith and incorporated herein by reference.

The disclosures set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by this reference. For a description of the differences between the rights of holders of Castle Delaware common stock and Castle Florida common stock, see the discussion under the heading “Proposal II-Reincorporation Via Merger in Florida” in the Definitive Proxy Statement on Schedule 14A, we filed with the SEC on December 30, 2009, which we refer to as our Proxy Statement.

In connection with our reincorporation from Delaware to Florida as disclosed under Item 1.01 above, the articles of incorporation and by-laws of Castle Florida are now our new governing charter documents. Copies of the articles of incorporation and by-laws of Castle Florida are attached hereto as Exhibits 3.1 and 3.2, respectively.

Item 7.01 Regulation FD Disclosure.

On February 12, 2010, Castle Florida issued a press release announcing the results of its annual stockholder meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

We held our annual meeting of stockholders on February 4, 2010.

ELECTION OF DIRECTORS

The following nominees were elected to serve as directors, each to hold office until his or her successor is elected and qualified, by the following vote:

Nominee			FOR				WITHHELD
Mark Andrews			73,509,080				87,001
John F. Beaudette			73,557,510				38,570
Henry C. Beinstein			73,557,740				38,340
Harvey P. Eisen			73,558,910				37,170
Phillip Frost, M.D.			73,554,210				41,870
Glenn L. Halpryn			73,559,040				37,040
Richard J. Lampen			73,553,218				42,862
Micaela Pallini			73,543,147				52,933
Steven D. Rubin			73,557,710				38,370
Dennis Scholl			73,555,918				40,162

REINCORPORATION IN FLORIDA

The vote to approve the Reincorporation was as follows:

FOR			AGAINST				ABSTAIN			BROKER NON-VOTES
73,495,611			45,782				54,688				5,851,677

RATIFICATION OF APPOINTMENT OF EISNER LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The vote tabulation with respect to the ratification of the appointment of the independent registered public accounting firm for fiscal 2010 was as follows:

FOR			AGAINST				ABSTAIN
79,355,527			70,083				22,148

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed (other than Exhibit 99.1, which is furnished and not filed) as part of this Current Report.

Exhibit
Number		Description
2.1		Agreement and Plan of Merger dated February 9, 2010 between Castle Delaware and Castle Florida
2.2		Articles of Merger as filed with the State of Florida on February 9, 2010
2.3		Certificate of Merger as filed with the State of Delaware on February 9, 2010
3.1		Articles of Incorporation of Castle Florida (Incorporated by reference to Appendix D to our Proxy Statement.)
3.2		By-laws of Castle Florida (Incorporated by reference to Appendix E to our Proxy Statement.)
99.1		Press Release issued by Castle Florida on February 12, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.